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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 22, 2024

 

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

 

Utah   001-41443   87-0409951

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1 Lincoln Street, Boston, Massachusetts   02111
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (781) 925-1700

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   NCPL   The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock   NCPLW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company .

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 8.01. Other Events.

 

On November 26, 2024, Netcapital Inc. (Nasdaq: NCPL, NCPLW) announced that its wholly owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member broker-dealer.

 

This approval allows NSI to:

 

Conduct private placements of securities and referral business;
Support companies raising equity capital under Regulation A (“Reg A”) and Regulation D (“Reg D”);
Partner with other broker-dealers to syndicate deals; and
Charge fees on capital raised under Reg A and Reg D, as well as enter into fee-sharing agreements with other broker-dealers.

 

The FINRA approval positions the Company to support larger fundraises and expand the range of investment opportunities available to its investor base.

 

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated November 26, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Netcapital Inc.

(Registrant)

     
  By: /s/ Coreen Kraysler
  Name: Coreen Kraysler
  Title: Chief Financial Officer
     
Dated November 27, 2024    

 

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